Rider to Multifamily Loan and Security Agreement s5

RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT

GENERAL PARTNERSHIP BORROWER

(Revised 5-5-2017)

[MAKE ALL SELECTIONS AND COMPLETE ALL BLANKS ACCORDING TO THE INSTRUCTIONS IN THE COMMITMENT/ERLA]

The following changes are made to the Loan Agreement which precedes this Rider:

A. Section 5.04 is deleted and replaced with the following:

5.04 Actions; Suits; Proceedings.

(a) There are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending or, to the best of Borrower’s knowledge, threatened (in writing) against or affecting Borrower (and, if Borrower is a limited partnership or a general partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower) or the Mortgaged Property which, if adversely determined, would have a Material Adverse Effect.

[USE THE FOLLOWING SUBSECTION (b) FOR A CONVENTIONAL LOAN]

(b) Reserved.

[USE THE FOLLOWING SUBSECTION (b) FOR A SENIORS LOAN]

(b) Without limiting the generality of subsection (a) above, neither Borrower, its general partners, any operator of the Facility, nor the Facility are subject to any proceeding, suit or investigation by any Governmental Authority and neither Borrower, its general partners, nor any operator of the Facility has received any notice from any Governmental Authority which may, directly or indirectly, or with the passage of time, result in the imposition of a fine, or interim or final sanction, or would do any of the following:

(i) Have a Material Adverse Effect.

(ii) Result in the appointment of a receiver or trustee.

(iii) Affect Borrower’s or any operator of the Facility’s ability to accept and retain residents.

(iv) Result in the Downgrade, revocation, transfer, surrender or suspension, or non-renewal or reissuance or other impairment of any License.

(v) Affect Borrower’s or operator’s continued participation in any Governmental Payor Program, or any successor programs thereto, at current rate certifications.

B. Section 6.07(f) is deleted and replaced with the following:

(f) Delivery of Guarantor and SPE Equity Owner Financial Statements. Borrower will cause each Guarantor and, at Lender’s request in Lender’s Discretion, any SPE Equity Owner and/or any general partner of Borrower, to deliver each of the following to Lender within 10 Business Days following Lender’s request:

(i) Each specified party’s balance sheet and profit and loss statement (or if such party is a natural person, such party’s personal financial statements) as of the end of (A) the quarter that ended at least 30 days prior to the due date of the requested items, and/or (B) the fiscal year that ended at least 90 days prior to the due date of the requested items.

(ii) Other financial statements for each specified party as Lender may reasonably require.

(iii) Written updates on the status of all litigation proceedings that each specified party disclosed or should have disclosed to Lender as of the Closing Date.

(iv) If an Event of Default has occurred and is continuing, copies of each specified party’s most recent filed state and federal tax returns, including any current tax return extensions.

C. Section 6.07(h) is deleted and replaced with the following:

(h) Credit Reports. Borrower authorizes Lender to obtain a credit report on Borrower and any general partner of Borrower at any time.

D. Section 9.01(k) is deleted and replaced with the following:

(k) Any of the following occurs:

(i) Borrower, any general partner of Borrower, or any SPE Equity Owner commences any case, Proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors (A) seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debt, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets.

(ii) Any party other than Lender commences any case, Proceeding, or other action of a nature referred to in Section 9.01(k)(i) against Borrower, any general partner of Borrower, or any SPE Equity Owner which (A) results in the entry of an order for relief or any such adjudication or appointment, or (B) remains undismissed, undischarged or unbonded for a period of 90 days.

(iii) Any case, Proceeding or other action is commenced against Borrower, any general partner of Borrower, or any SPE Equity Owner seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of any order by a court of competent jurisdiction for any such relief which is not vacated, discharged, stayed or bonded pending appeal within 90 days from the entry thereof.

(iv) Borrower, any general partner of Borrower, or any SPE Equity Owner takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 9.01(k)(i), (ii) or (iii).

E. Section 10.02(d) is deleted and replaced with the following:

(d) Securitization Indemnification.

(i) Borrower and each Guarantor agree to provide in connection with each Disclosure Document, an indemnification certificate, as set forth in Section 10.02(d)(ii), indemnifying Lender, any Issuer Person, the Issuer Group and/or the Underwriter Group (as those terms are defined in Section 10.02(d)(vii)) each an “Indemnified Party,” and collectively the “Indemnified Parties”) for any losses to which any Indemnified Party may become subject under the conditions set forth in this Section.

(ii) The indemnification certificate will provide that:

(A) Borrower and each Guarantor have carefully examined those sections of the Disclosure Documents relating to the following:

(1) Borrower, any general partner, any SPE Equity Owner, [USE FOR SENIORS: any operator of the Facility,] any Guarantor, any Property Manager, their respective Affiliates, the Loan and the Mortgaged Property (“Borrower Information”).

(2) The sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections but only to the extent such sections specifically refer to Borrower Information (“Borrower Information Sections”).

(B) To the best of such indemnitor’s knowledge with regard to Borrower Information, the Borrower Information Sections do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.

Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower, any general partner or any Guarantor (“Third Party Information”), and the obligations and liability of Borrower and any Guarantor pursuant to this Section will not extend to the Third Party Information.

(iii) Borrower’s and each Guarantor’s agreement to indemnify the Indemnified Parties for any losses to which any Indemnified Party may become subject will extend only to such losses that arise out of or are based upon any untrue statement of any material fact contained in the Borrower Information or the Borrower Information Sections of the Disclosure Documents or arise out of or are based upon the omission to state in the Borrower Information or the Borrower Information Sections of the Disclosure Documents a material fact required to be stated in such sections necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading (collectively, “Securities Liabilities”).

(iv) Borrower and each Guarantor agrees to reimburse any Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in investigating or defending the Securities Liabilities.

(v) The indemnitors will be liable under Section 10.02(d) (ii), (iii) or (iv) only to the extent that such Securities Liabilities arise out of, or are based upon, any such untrue statement or omission made in the Disclosure Documents in reliance upon, and in conformity with, Borrower Information furnished to any Indemnified Party by or on behalf of Borrower or a Guarantor in connection with the preparation of the Disclosure Documents or in connection with the underwriting of the Loan, including financial statements of Borrower, any general partner, any SPE Equity Owner or any Guarantor, and operating statements and rent rolls with respect to the Mortgaged Property.

(vi) This indemnity is in addition to any liability which Borrower may otherwise have and will be effective whether or not an indemnification certificate described in this Section 10.02(d) is provided and will be applicable based on information previously provided by or on behalf of Borrower or a Guarantor if the indemnification certificate is not provided.

(vii) For purposes of this Section 10.02(d):

(A) The term “Lender” will include its officers and directors.

(B) An “Issuer Person” will include all of the following:

(1) Any Affiliate of Lender that has filed the registration statement, if any, relating to the Securitization.

(2) Any Affiliate of Lender which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization.

(C) The “Issuer Group” will include all of the following:

(1) Each director and officer of any Issuer Person.

(2) Each entity that Controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act.

(D) The “Underwriter Group” will include all of the following:

(1) Each entity which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization.

(2) Each of its directors and officers.

(3) Each entity that Controls any such entity within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act and is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization.

(4) The directors and officers of such entity described in Section 10.02(d)(vii)(D)(1).

F. Section 11.13 is deleted and replaced with the following:

11.13 Lender’s Rights to Sell or Securitize. Borrower acknowledges that Lender, and each successor to Lender’s interest, may (without prior Notice to Borrower or Borrower’s prior consent), sell or grant participations in the Loan (or any part thereof), sell or subcontract the servicing rights related to the Loan, securitize the Loan or include the Loan as part of a trust. Borrower, at its expense, agrees to cooperate with all reasonable requests of Lender in connection with any of the foregoing including executing [USE FOR SENIORS: or causing to be executed] any financing statements or other documents deemed necessary by Lender or its transferee to create, perfect or preserve the rights and interest to be acquired by such transferee, providing any updated financial information with appropriate verification through auditors’ letters, delivering revised organizational documents and counsel opinions satisfactory to the Rating Agencies, executing amendments to the Loan Documents, and reviewing information contained in a preliminary or final private placement memorandum, prospectus, prospectus supplements or other Disclosure Document, and providing a mortgagor estoppel certificate and such other information about Borrower, any general partner of Borrower, any SPE Equity Owner, any Guarantor, [USE FOR SENIORS: any operator of the Facility,] any Property Manager or the Mortgaged Property as Lender may require for Lender’s offering materials.

Notwithstanding anything set forth above in this Section 11.13, Borrower will not be required to execute any document that changes the interest rate, the stated maturity date or the amortization of principal set forth in the Note, or that modifies or amends any essential economic terms of the Loan.

Rider to Multifamily Loan and Security Agreement Page 2

General Partnership Borrower